Braveheart Investment Group plc Half-Yearly Report 2016 · Braveheart Investment Group plc | Half-Yearly Report 2016 Six months ended Six months ended Year ended 30 September 30 September

Braveheart Investment Group plc

Half-Yearly Report

2016

KEY POINTS | OVERVIEW | 01

Key points

Revenue of £562,000 in the six months ended 30 September 2016 (2015: £610,000);

Profit of £475,000 in the six months ended 30 September 2016 (2015: loss of £1,039,000);

Earnings per share of 1.67p in the six months ended 30 September 2016 (2015: loss per share 3.84p);

Cash balances at 30 September of £1,334,000 (2015: £260,000); and

Commencement of new investment strategy.

Overview

01 Key points

02 Chief Executive Officer’s statement Interim Financial Statements and Notes

05 Condensed consolidated statement of

comprehensive income

06 Condensed consolidated statement of financial

position

07 Condensed consolidated statement of cash

flows

08 Condensed consolidated statement of changes

in equity

09 Notes to the Interim Financial Statements

13 Company information

Disclaimer

This half-yearly report contains certain forward-looking statements, which reflect the knowledge of, and information available

to, the directors at the date of preparation of this half-yearly report. By their nature, these statements involve risk and

uncertainty because they relate to events and depend on circumstances that may or may not occur in the future and there are a

number of factors that could cause actual results or developments to differ materially from those expressed or implied by these

forward-looking statements.

02 | OVERVIEW | CHIEF EXECUTIVE OFFICER’S STATEMENT

Braveheart Investment Group plc | Half-Yearly Report 2016

We are pleased to report to shareholders for the six months ended 30 September 2016.

Recent Investments We reported to you in our last Annual Report on 22 June 2016 that we were looking to identify new private equity investments with good growth potential and where we had an existing knowledge of the companies. We are therefore delighted to be able to report that during the period under review, and as announced on the 4 July 2016, we commenced our new investment strategy with the capital reorganisation, investment in and appointment of a director nominated by Braveheart at Paraytec Limited (“Paraytec”), which resulted in Braveheart now owning 33 per cent. of Paraytec. In addition, and as announced on the 8 July 2016, we have undertaken a similar transaction with Kirkstall Limited (“Kirkstall”) resulting in Braveheart now owning 28 per cent. of Kirkstall. We believe that the reconstruction, provision of a director and further investment in each of these companies will enable them to accelerate growth and maximize their potential.

Portfolio theory evolved as a tool to manage negative risk though diversification, which reduces the overall volatility of returns for the portfolio. However, your board believes that generating exceptional returns from the relatively limited resources available to Braveheart at this time requires a different strategy, which is to identify a small number of companies with excellent prospects and where Braveheart already has knowledge. Although concentrating our resources on a small number of projects exposes us to the risk of increased volatility of overall results, which could result in increased positive as well as negative returns, we firmly believe that our active management approach and depth of knowledge of the businesses materially skews the risk of returns towards a positive return outcome. The investments in both Paraytec and Kirkstall are representative of this new investment strategy where we are investing into leading technologies with which we are already familiar and working closely with their boards. We believe that this style of strategic investing could result in significant returns over the next few years. For reporting purposes, we are going to separate out investments made under the new investment strategy and group them under the heading “The Strategic Portfolio”. Paraytec operational update Paraytec is a scientific instrument company based in York. It has developed and patented its innovative ActiPix™ technology for optical imaging and absorbance measurements of fluid samples flowing in capillaries or fluid flow cuvettes. This technology enables researchers to measure the viscosity of drug formulations and the effective size of the active ingredients in these formulations. Paraytec’s instruments can also be used to monitor how tablets, gels and creams, release their active ingredients into liquids, including biological media, as well as across membranes such as skin. The first sales of Paraytec’s new ActiPix™ D200 system have recently been delivered and are generating a lot of interest from analytical laboratories, life science researchers in universities and the major pharmaceutical and biopharmaceutical companies. Paraytec also has two license deals: Malvern Instruments has already incorporated ActiPix™ technology into its own branded instruments and in November 2016, Sirius Analytical is expected to launch its licensed instrument at the AAPS exhibition in Colorado USA.

CHIEF EXECUTIVE OFFICER’S STATEMENT | OVERVIEW | 03


Kirkstall operational update Kirkstall has developed Quasi Vivo™, a system of interconnected chambers for cell and tissue culture in laboratories. Its patented technology is used by researchers in academia and drug development companies to maintain living cells in a nutrient flow. The technology, often referred to as ‘organ on a plate’, provides a way to model the behaviour of multiple human organs interconnected by a flow system that mimics the flow of blood in the body. Introducing flow into cell culture has the benefit that the cells are more active and respond to stimuli (such as dosing with a drug or chemical) in a way that is more predictive of what is likely to happen in a clinical environment. Kirkstall’s products are already being used by researchers in the development of drugs, nutraceuticals, cosmetics and personal care products. By enabling the testing of drugs on living tissue, there is the potential to greatly reduce the need for expensive animal testing and improve the chances of success in human clinical trials. In the quarter ended 30 September 2016, sales of Quasi VivoTM exceeded management forecasts, particularly in the USA, where Kirkstall is represented by Triangular Research Labs (part of Lonza Group, one of the world's leading suppliers to the Pharma & Biotech and Specialty Ingredient markets). Portfolio In addition to our new strategic investments we also have investments in a further 12 companies that were made by Braveheart from 2002 until the summer of 2015 (the “Portfolio”) and we also have a holding in an AIM listed company which we obtained when we acquired Ridings Holdings Ltd in January 2016. We commented in our Annual Report that we undertook a detailed review of the exit opportunities for each company in the Portfolio, with a view to ensuring that these investments were appropriately valued and to also ensure that wherever possible an exit from the investment would be sought. We were therefore pleased to announce on 16 September 2016, that the sale of our holdings in mLED Limited to a large US based technology company had completed. This sale generated £399,000 of consideration for the Group, with £76,000 held back in escrow, and resulted in a book profit to the Group of £303,000 of which £33,000 relates to a non-controlling interest. As at 30 September 2016 the Portfolio had a valuation of £238,000 (30 September 2015: £362,000). We will continue to manage the Portfolio with a view to seeking exits wherever possible and appropriate. Strathtay Ventures We reported in our Annual Report for the year ended 31 March 2016 that we had taken the difficult decision to close our Strathtay Ventures private client business. We do not therefore intend to comment on this particular company in future reports to shareholders.

Viking Fund Managers Viking’s main fund management income comes from the Finance Yorkshire Equity Fund (“FYEF”) contract,

but it also provides specialist fund management services to other funds which are in ‘run-out’ mode. This

specialised management work tends to generate enhanced fees in excess of standard fund management fees

due to the intensive nature of this work. We are pleased to be able to report that Viking successfully invested

the additional sums made available to the FYEF, and that we have also now successfully completed the

investment phase of this fund on time. The emphasis for the FYEF is now on portfolio management rather

than in seeking new investments. Viking is seeking to win the management contracts for further funds and

we hope to report further on this in due course.

04 | OVERVIEW | CHIEF EXECUTIVE OFFICER’S STATEMENT


Financial Review Revenue was £562,000 in the six months ended 30 September 2016 (2015: £610,000). We have undertaken an interim review of the valuations of the Group’s Investments and have recorded an unrealised gain on the revaluation of these investments of £32,000 (2015: unrealised loss of £724,000). As at 30 September 2016, the fair value of the Group’s investment was £722,000 (31 March 2016: £468,000), which includes the fair value of the unquoted investments of the Portfolio of £238,000, the acquired quoted investment of £166,000 and the Strategic Portfolio of £318,000.

We commented in the Annual Report for the year ended 31 March 2016 that we had been working to reduce our operating costs so that they are less than the operating income and thus enable us to report an operating surplus for the full year. Our operating costs for the period under review were £435,000 (2015: £868,000), a reduction of 50%. We remain confident that our operating costs for the second half of the current year will be similar to those reported for the first half of the year and so having achieved an operating surplus in the first half we remain firmly on course to achieve an improved operating surplus for the full year thereby delivering one of our key full year targets. We are delighted to be able to report that we have achieved a profit before tax for the period under review of £475,000 (2015: loss of £1.039 million). This equates to a profit of 1.67 pence per share and compares well with the loss of 6.23 pence per share that we reported for the full year to 31 March 2016. The key movements in our cash resources over the period under review are accounted for by the operating profit of £129,000 that we have achieved for the period under review, the one exit achieved from the Portfolio which resulted in a cash inflow of £326,000 and the two new investments in our Strategic Portfolio which resulted in a cash outflow of £318,000. These principal movements of cash resulted in the Group having cash as at 30 September 2016 £1.334 million (31 March 2016: £1.263 million).

Outlook The interim profit of £475,000 for the first six months of the current year represents the largest profit achieved since Braveheart’s floatation in 2008 and marks the commencement of a new chapter for our shareholders. The Board believes that the Group’s costs are now firmly under control at a much reduced level from historic levels and with a new entrepreneurial spirit in the Group, we expect that full year results will reflect our continuing progress.

Trevor E Brown

Chief Executive Officer

INTERIM FINANCIAL STATEMENTS AND NOTES | 05 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the six months ended 30 September 2016


Six months

ended

Six months

ended

Year ended 30 September 30 September 31 March 2016 2015 2016 (unaudited) (unaudited) (audited) Note £’000 £’000 £’000

Revenue 562 610 1,133

Change in fair value of investments 4 32 (724) (1,026)

Movement on contingent consideration/liability

- (57) (57)

Gain on disposal of investment 303 - 138

Finance revenue 13 - 7

Total income 910 (171) 195

Employee benefits expense (275) (457) (1,001)

Impairment of intangible assets - - (372)

Other operating costs (158) (400) (502)

Finance costs (2) (11) (14)

Total costs (435) (868) (1,889)

Profit/(Loss) before tax 475 (1,039) (1,694)

Tax - - -

Profit/(Loss) for the period and total comprehensive income for the period

475 (1,039) (1,694)

Profit/(Loss) attributable to:

Equity holders of the parent 451 (1,039) (1,686)

Non-controlling interest 24 - (8)

475 (1,039) (1,694)

Basic earnings per share Pence Pence Pence

- basic and diluted 1.67 (3.84) (6.23)

06 | INTERIM FINANCIAL STATEMENTS AND NOTES CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION as at 30 September 2016


30 September 30 September 31 March 2016 2015 2016 (unaudited) (unaudited) (audited) Note £’000 £’000 £’000

ASSETS

Non-current assets

Goodwill 3 380 580 380

Investments at fair value through profit or loss 4 722 1,762 468

Investment in limited liability partnership - 5 -

Other receivables 366 91 293

1,468 2,438 1,141

Current assets

Trade and other receivables 186 274 211

Cash and cash equivalents 1,334 260 1,263

1,520 534 1,474

Total assets 2,988 2,972 2,615

LIABILITIES

Current liabilities

Trade and other payables (422) (273) (544)

Contingent consideration/liability (217) (262) (217)

Deferred income (66) (37) (47)

(705) (572) (808)

Non-current liabilities

Borrowings (43) (43) (43)

Other payables (59) - (59)

(102) (43) (102)

Total liabilities (807) (615) (910)

Net assets 2,181 2,357 1,705

EQUITY

Called up share capital 541 541 541

Share premium 1,564 1,564 1,564

Merger reserve 524 524 524

Retained earnings (436) (244) (888)

Equity attributable to owners of the parent 2,193 2,385 1,741

Non-controlling interest (12) (28) (36)

Total equity 2,181 2,357 1,705

INTERIM FINANCIAL STATEMENTS AND NOTES | 07 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

for the six months ended 30 September 2016


Six months ended

Six months ended

Year ended 30 September 30 September 31 March 2016 2015 2016 (unaudited) (unaudited) (audited) £’000 £’000 £’000

Operating activities Profit/(Loss) before tax 475 (1,039) (1,694)

Adjustments to reconcile profit/(loss) before tax to net cash flows from operating activities

Share-based payments expense 1 8 11

Impairment losses - 172 372

(Increase)/Decrease in the fair value movements of investments (32) 724 1,026

Gain on disposal of equity investments (303) - (55)

Gain on disposal of LLP - - (83)

Interest income (13) - (7)

Increase in trade and other receivables (48) (26) (107)

(Decrease)/Increase in trade and other payables (103) (73) 1

Net cash flow from operating activities (23) (234) (536)

Investing activities

Proceeds from sale of equity investments 399 - 1,075

Proceeds from sale of LLP - - 89

Increase in investments (318) (17) (17)

Repayment of loan notes - 9 147

Acquisition of subsidiary, net of cash acquired - - (4)

Interest received 13 - 7

Net cash flow from investing activities 94 (8) 1,297

Net increase/(decrease) in cash and cash equivalents 71 (242) 761

Cash and cash equivalents at the start of the period 1,263 502 502

Cash and cash equivalents at the end of the period 1,334 260 1,263

08 | INTERIM FINANCIAL STATEMENTS AND NOTES CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY for the six months ended 30 September 2016


Attributable to owners of the Parent

Share

Capital Share

Premium Merger

Reserve Retained Earnings Total

Non-controlling

Interest Total

Equity £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 April 2015

(audited) 541 1,564 524 787 3,416 (28) 3,388

Share-based

payments - - - 8 8 - 8

Transactions with

owners - - - 8 8 - 8

Loss and total

comprehensive

income for the period - - - (1,039) (1,039) - (1,039)

At 30 September

2015 (unaudited) 541 1,564 524 (244) 2,385 (28) 2,357

Share-based

payments - - - 3 3 - 3

Transactions with

owners - - - 3 3 - 3

Loss and total

comprehensive

income for the period - - - (647) (647) (8) (655)

At 1 April 2016

(audited) 541 1,564 524 (888) 1,741 (36) 1,705

Share-based

payments - - - 1 1 - 1

Transactions with

owners - - - 1 1 - 1

Profit and total

comprehensive

income for the period - - - 451 451 24 475

At 30 September

2016 (unaudited) 541 1,564 524 (436) 2,193 (12) 2,181

INTERIM FINANCIAL STATEMENTS AND NOTES | 09 NOTES TO THE INTERIM FINANCIAL STATEMENTS


1 Basis of preparation

The financial information presented in this half-yearly report constitutes the condensed consolidated

financial statements (the interim financial statements) of Braveheart Investment Group plc (“Braveheart”

or “the Company”), a company incorporated in the United Kingdom and registered in Scotland, and its

subsidiaries (together, “the Group”) for the six months ended 30 September 2016. The interim financial

statements have been prepared in accordance with IAS 34 Interim Financial Reporting and should be read

in conjunction with the Annual Report and Accounts for the year ended 31 March 2016 which have been

prepared in accordance with International Financial Reporting Standards as adopted for use in the EU. The

financial information in this half-yearly report, which was approved by the Board and authorised for issue

on 12 October 2016 is unaudited.

The interim financial statements do not constitute statutory accounts for the purpose of sections 434 and

435 of the Companies Act 2006. The comparative financial information presented herein for the year

ended 31 March 2016 has been extracted from the Group’s Annual Report and Accounts for the year

ended 31 March 2016 which have been delivered to the Registrar of Companies. The Group’s independent

auditor’s report on those accounts was unqualified, did not include references to any matters to which the

auditors drew attention by way of emphasis without qualifying their report and did not contain a

statement under section 498(2) or 498(3) of the Companies Act 2006.

The preparation of the half-yearly report requires management to make judgements, estimates and

assumptions that affect the policies and the reported amounts of assets and liabilities, income and

expenses. The estimates and associated assumptions are based on historical experience and other factors

that are believed to be reasonable under the circumstances, the results of which form the basis of making

judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimates. In preparing this half-yearly report, the significant

judgements made by management in applying the Group’s accounting policies and the key sources of

estimation uncertainty were the same as those applied to the audited consolidated financial statements

for the year ended 31 March 2016.

The interim financial statements have been prepared using the same accounting policies as those applied

by the Group in its audited consolidated financial statements for the year ended 31 March 2016 and which

will form the basis of the 2017 Annual Report. The interim financial statements have been prepared on the

same basis as the financial statements for year ended 31 March 2016 which is on the assumption that the

company is a going concern.

10 | INTERIM FINANCIAL STATEMENTS AND NOTES NOTES TO THE INTERIM FINANCIAL STATEMENTS


2 Earnings per share

The basic earnings per share has been calculated by dividing the profit/(loss) for the period attributable to

equity holders of the parent by the weighted average number of ordinary shares in issue during the period.

The calculation of earnings per share is based on the following profit/(loss) and number of shares in issue:

Six months ended Six months ended Year ended 30 Sept 2016 30 Sept 2015 31 Mar 2016 (unaudited) (unaudited) (audited) £’000 £’000 £’000

Profit/(loss) for the period attributable to equity holders of the parent 451 (1,039) (1,686)

Weighted average number of ordinary shares in issue:

- For basic loss per ordinary share 27,055,491 27,055,491 27,055,491 - For diluted loss per ordinary share 27,055,491 27,055,491 27,055,491

There were no potentially dilutive ordinary shares at the period end as the average share price of the

ordinary shares was less than the average exercise price of the share options.

3 Goodwill

VFM Neon Total £’000 £’000 £’000

At 1 April 2015 (audited) 372 380 752

Impairment (172) - (172)

At 30 September 2015 (unaudited) 200 380 580

Impairment (200) - (200)

At 1 April 2016 (audited) - 380 380

At 30 September 2016 (unaudited) - 380 380

The Group assessed the recoverable amount of the above goodwill with Neon’s cash generating units and

determined that goodwill was not impaired.

INTERIM FINANCIAL STATEMENTS AND NOTES | 11 NOTES TO THE INTERIM FINANCIAL STATEMENTS


4 Investments at fair value through profit or loss

Level 1 Level 2 Level 3

Equity investments

in quoted companies

Equity investments in unquoted

companies

Debt investments in unquoted

companies

Equity investments in unquoted

companies

Debt investments in unquoted

companies Total

£'000 £'000 £'000 £'000 £'000 £'000

At 1 April 2015 (audited) - - - 2,318 160 2,478 Repayments - - - - (9) (9) Additions at cost - - - - 17 17

Change in Fair Value - - - (714) (10) (724)

At 30 September 2015 (unaudited) - - - 1,604 158 1,762

Disposals/Repayments (1,015) (143) (1,158)

Acquired 166 - - - - 166

Change in Fair Value - - - (287) (15) (302)

At 1 April 2016 (audited) 166 - - 302 - 468

Disposals - - - (96) - (96)

Additions at cost - - - 288 30 318

Change in Fair Value - - - 32 - 32

At 30 September 2016

(unaudited) 166 - - 526 30 722

The accounting policies in regards to valuations in these half-yearly results are the same as those applied

by the Group in its audited consolidated financial statements for the year ended 31 March 2016 and which

will form the basis of the 2017 Annual Report and Accounts. Investments are designated as fair value

through profit or loss and are initially recognised at fair value and any gains or losses arising from

subsequent changes in fair value are presented in profit or loss in the statement of comprehensive income

in the period in which they arise.

The Group classifies its investments using a fair value hierarchy. Classification within the hierarchy has

been determined on the basis of the lowest level input that is significant to the fair value measurement of

the relevant investment as follows:

Level 1 - valued using quoted prices in active markets for identical assets;

Level 2 - valued by reference to valuation techniques using observable inputs other than quoted

prices included within Level 1; and

Level 3 - valued by reference to valuation techniques using inputs that are not based on observable

market data.

12 | INTERIM FINANCIAL STATEMENTS AND NOTES NOTES TO THE INTERIM FINANCIAL STATEMENTS


Investments at fair value through profit or loss (continued)

The fair values of quoted investments are based on bid prices in an active market at the reporting date. All

unquoted investments have been classified as Level 3 within the fair value hierarchy, their respective

valuations having been calculated using a number of valuation techniques and assumptions,

notwithstanding that the basis of the valuation methodology used most commonly by the Group is ‘price of

most recent investment’. The use of reasonably possible alternative assumptions has no material effect on

the fair valuation of the related investments. The impact on the fair value of investments if the discount

rate and provision shift by 1% is £1,789 (2015: £11,508).

5 Share capital

30 Sept 2016 30 Sept 2015 31 Mar 2016

(unaudited) (unaudited) (audited)

Authorised £ £ £

33,645,000 ordinary shares of 2 pence each

(30 September 2015: 33,645,000,

31 March 2016: 33,645,000) 672,900 672,900 672,900

Allotted, called up and fully paid

27,055,491 ordinary shares of 2 pence each

(30 September 2015: 27,055,491,

31 March 2016: 27,055,491) 541,109 541,109 541,109

The Company has one class of ordinary shares. All shares carry equal voting rights, equal rights to income

and distribution of assets on liquidation or otherwise, and no right to fixed income.

6 Availability of Interim Results

Shareholder communications

A copy of this report is available on request from the Company’s registered office: 2 Dundee Road, Perth, PH2 7DW.

A copy has also been posted on the Company’s website: www.braveheartinvestmentgroup.co.uk.

COMPANY INFORMATION | 13


Directors, Secretary, Registered Office and Advisers

Directors Trevor E Brown, Chief Executive Officer

Jonathan D Freeman BA Hons MBA, Non-executive Director

Andrew T G Burton BSc, Executive Director

Jeremy H Delmar-Morgan MA MSI, Chairman (resigned 31 July 2016)

Secretary Watson Morgan Associates Ltd

Registration number SC247376

Registered office 2 Dundee Road

Perth

PH2 7DW

Telephone +44 (0) 1738 587555

Website www.braveheartgroup.co.uk

Advisers Registrar Solicitors

Capita Asset Services Limited Maclay Murray & Spens LLP

The Registry Quartermile One

34 Beckenham Road 15 Lauriston Place

Beckenham Edinburgh

Kent EH3 9EP

BR3 4TU

Principal Bankers Auditor

HSBC Bank plc Mazars LLP

76 Hanover Street 90 St Vincent Street

Edinburgh Glasgow

EH2 1HQ G2 5UB

Nominated Adviser and Broker Bankers

Allenby Capital Limited Bank of Scotland plc

3 St Helen’s Place Pentland House

London 8 Lochside Avenue

EC3A 6AB Edinburgh

EH12 9DJ

Stock code: BRH

2 Dundee Road

Perth

PH2 7DW

United Kingdom

[email protected]

T: +44 (0) 1738 587 555

F: +44 (0) 1738 587 666

www.braveheartgroup.co.uk

mailto:[email protected]

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Braveheart Investment Group plc Half-Yearly Report 2016 · Braveheart Investment Group plc | Half-Yearly Report 2016 Six months ended Six months ended Year ended 30 September 30 September